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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to _______________________
Commission file number 0-23084
INTEGRATED SILICON SOLUTION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0199971
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
680 ALMANOR AVENUE, SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices) zip code
Registrant's telephone number, including area code (408) 733-4774
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, PAR VALUE $0.0001 PER SHARE NASDAQ NATIONAL MARKET
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing price of such stock on November 22, 1996, as
reported by the Nasdaq National Market, was approximately $174.6 million. Shares
of Common Stock held by each officer and director and by each person who owns 5%
or more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant's Common Stock on
November 22, 1996 was 17,610,773.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant's 1997 Annual Meeting of
Stockholders to be held February 4, 1997 are incorporated by reference in Part
III of this Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to the
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Sunnyvale, State of California, on the 5th day of
May, 1997.
INTEGRATED SILICON SOLUTION, INC.
By /s/ Jimmy S.M. Lee
-------------------------------
Jimmy S.M. Lee
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment to the Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
- ----------------------------- -------------------------------------------------- ----------------
/s/ Jimmy S.M. Lee Chairman of the Board, Chief Executive Officer, May 5, 1997
- ----------------------------- and President (Principal Executive Officer)
(Jimmy S.M. Lee)
/s/ Kong-Yeu Han* Executive Vice President, Office of the President, May 5, 1997
- ----------------------------- General Manager Taiwan and Director
(Kong-Yeu Han)
/s/ Gary L. Fischer* Executive Vice President, Office of the President May 5, 1997
- ----------------------------- and Chief Financial Officer (Principal Financial
(Gary L. Fischer) and Accounting Officer)
/s/ Diosdado P. Banatao* Director May 5, 1997
- -----------------------------
(Diosdado P. Banatao)
/s/ Hou-Teng Lee* Director May 5, 1997
- -----------------------------
(Hou-Teng Lee)
/s/ Lip-Bu Tan* Director May 5, 1997
- -----------------------------
(Lip-Bu Tan)
/s/ Chun Win Wong* Director May 5, 1997
- -----------------------------
(Chun Win Wong)
*By: /s/ Jimmy S.M. Lee
------------------------
Jimmy S.M. Lee
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number
- -------
10.26** Amendment to Option I and Option II Agreement between the Company
and TSMC dated September 23, 1996.
- -------
** Confidential treatment requested for certain portions of this exhibit. The
portions of this exhibit for which confidential treatment is being requested
have been blacked out in the copies filed with the related report and the
confidential portions so omitted have been filed separately with the
Securities and Exchange Commission.